EXHIBIT 10.4

PERSONAL & CONFIDENTIAL

June 25, 2003


Robert Olins
SpatiaLight, Inc.
5 Hamilton Landing, Suite 100
Novato, CA 94909

                         RE: FINANCIAL SERVICES PROPOSAL

Dear Robert:

The Financial  Services  Division of David Powell,  Inc. (DPI) has developed the
following proposal for accounting and finance  assistance for SpatiaLight,  Inc.
(SI)

SERVICES

DPI is  proposing  that we be  responsible  for various  finance and  accounting
functions, which may include:
1.   "Closing" the books and preparing financial statements monthly.
2.   SEC Reporting
3.   Assisting  with  the  development  of a  financial  model  and  budget,  if
     necessary.
4.   Help to establish appropriate accounting procedures.
5.   Coordinate with outside CPA firm.
6.   Cash Management.
7.   Serving as a "sounding board" to management and the Board of Directors.  8.
     Performing other services, as required.

TIMING

DPI can begin work as soon as possible and upon the execution of this agreement.

We can meet as often as you would like to discuss:

1. If your  expectations  are  being  met.  2.  The  progress  to  date.  3. The
cost/benefit relationship for both companies.

COST

We will assign a team consisting of myself as Acting Chief Financial Officer and
Dorea El-Sayed,  as acting Controller.  Dorea will assist in preparing the 10K's
and  Q's.  I will  spend  one to two  days a week as  necessary  on-site  and be
available via telephone to answer questions as they arise.

The Controller's time will be billed at $125 per hour and my time will be billed
at $175 per hour.

A deposit of $5,000 is required to begin this  assignment and will be applied at
the end of the engagement.


<PAGE>


TERMS

Fees are  billed on the 16th and the 1st of the month for the prior  period  and
are due upon receipt.  A copy of DPI's Standard Terms and Conditions is attached
as Exhibit A.

APPROVAL

Robert,  if the above is agreeable to you,  please sign this letter in the space
below and return the original copy to DPI.

Again,  thank you for giving the  Financial  Services  Division of David Powell,
Inc. the  opportunity to be of service to  SpatiaLight,  Inc. We look forward to
working with you.

Sincerely,                                       Accepted:

/s/ TIMOTHY DESCAMPS                             /s/ROBERT A. OLINS
--------------------                             -------------------
TIMOTHY DESCAMPS                                 ROBERT A. OLINS

CFO                                              Acting Chief Executive Officer
Financial Services Division                      SpatiaLight, Inc

CBT/adp

                                                      06/26/03
                                                 -------------------
Enclosure                                        Date

cc:  Dorea
     Toni Bedal


<PAGE>


                                                                   November 1999

                                    EXHIBIT A
                          STANDARD TERMS AND CONDITIONS
                DAVID POWELL, INC. - FINANCIAL SERVICES DIVISION

1. Services:  David Powell,  Inc.,  Financial Services Division ("DPI") will use
reasonable  efforts to perform the services  (the  "Services")  described in the
engagement letter between DPI and the Client addressed therein (the "Letter") to
which these Standard Terms and Conditions are attached as Exhibit A. Client will
provide DPI with all resources (physical and human) reasonably  requested by DPI
to enable DPI to perform the Services.

2. Fees and Expenses:  Unless otherwise specified in the engagement letter, fees
will be billed  semi-monthly,  on the  sixteenth  and  first day of each  month.
Expenses incurred by DPI on behalf of the Client will be billed on the sixteenth
and the first day of the month when incurred with the fee billings. All invoices
are due upon receipt.

3. Terms:  Unless otherwise  specified in the engagement letter, this engagement
will continue for two months.  After the minimum  two-month  engagement  period,
however,  either party may terminate the engagement by giving the other party 30
days' prior written  notice.  The term of the  engagement may be extended at any
time by mutual  agreement  of the parties  and,  unless  otherwise  agreed,  the
provisions of the Letter and these Standard  Terms and Conditions  will apply to
any such extension.

4. Independent Contractor:  DPI is an independent contractor, and will indemnify
the Client and hold it harmless to the extent of any  obligation  imposed by law
on the Client to pay any withholding  taxes,  social  security,  unemployment or
disability  insurance,  or similar items in connection with any payments made by
the Client for the Services.

5. No Assurance of Funding:  Client acknowledges and understands that DPI cannot
and does not guarantee that Client will obtain funding which it deems acceptable
or adequate as a result of DPI's performance of the Services.

6.  Indemnification:  Client will  indemnify  DPI and hold it harmless  from all
claims made against DPI in connection  with its  performance  of the Services to
the fullest extent permitted under applicable law, except when such claims arise
as a result of DPI's negligence, gross or willful misconduct.  Client represents
and  warrants  to DPI that its  Articles  of  Incorporation  and Bylaws  contain
provisions authorizing such indemnification.

7.  Non-Solicitation:  Client  and DPI each  agree not to  solicit  the  other's
employees  without the other's  prior  written  consent.  If an employee  should
resign from one party and become  employed by the other party within the 120-day
period following such employee's effective date of resignation,  then the hiring
party will be deemed to have  breached its  obligations  hereunder.  The parties
agree that, in such event,  the hiring party will pay the other party,  for such
breach,  an amount equal to one-fourth (1/4) of the terminated  employee's first
year's targeted cash compensation,  including base salary and bonus,  offered by
the hiring party.

8. Equity  Compensation:  Should the Client hire a DPI  employee  during the 120
days mentioned  above, the client shall issue DPI a warrant to purchase the same
series of securities as the Client  issued in its last equity  financing,  at an
exercise price equal to the same price per share in such  financing.  The number
of shares subject to the warrant will equal, at the exercise  price,  20% of the
employee's  first year target cash  compensation.  The Warrants will expire five
years after issuance.  The warrants will include provisions for net exercise and
for piggyback  registration rights. Any form of equity rendered relating to this
engagement or to the people  performing the services of this  engagement must be
executed to the designated DPI Investment Partnership.

9. Expiration:  The proposal  contained in this letter is valid for ten calendar
days from proposal date.